TERMS AND CONDITIONS

Please read these Terms of Service (collectively with KitchenMate’s Privacy Policy
[https://www.kitchenmate.com/privacy],
the “Terms of Service”) fully and carefully before using https://www.kitchenmate.com(the “Site”),
any hardware products (the “Products”), and the services, features, content,
applications, and other products offered by KITCHEN MATE INC. (“KitchenMate, “we”, “us” or “our”)
(together with the Site and the Products, the “Services”).
These Terms of Service set forth the legally binding terms and conditions for
your use of the Site, the Products and the Services.

Acceptance of Terms of Service.

By registering for and/or using the Services in any manner, including
but not limited to visiting or browsing the Site, you agree to these
Terms of Service and all other operating rules, policies and procedures
that may be published from time to time on the Site by us,
each of which is incorporated by reference and each of which may be
updated from time to time without notice to you.

Certain of the Services may be subject to additional terms and conditions
specified by us from time to time; your use of such Services is subject to
those additional terms and conditions, which are incorporated into
these Terms of Service by this reference.

These Terms of Service apply to all users of the Services, including,
without limitation, users who are contributors of content, information,
and other materials or services, registered or otherwise.

Eligibility. You represent and warrant that you are at least 13
years of age. If you are under age 13, you may not, under any circumstances or
for any reason, use the Services. We may, in our sole discretion,
refuse to offer the Services to any person or entity and change its eligibility
criteria at any time. You are solely responsible for ensuring that these
Terms of Service are in compliance with all laws, rules and regulations
applicable to you and the right to access the Services is revoked where these
Terms of Service or use of the Services is prohibited or to the extent offering,
sale or provision of the Services conflicts with any applicable law, rule or regulation.
Further, the Services are offered only for your use, and not for the use or benefit of any third party.

Registration. To sign up for the Services, you must register for an account
on the Services (an “Account”).You must provide accurate and complete information
and keep your Account information updated. You shall not:
(i) select or use as a username a name of another person with the intent to impersonate that person;
(ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or
(iii) use, as a username, a name that is otherwise offensive, vulgar or obscene.
You are solely responsible for the activity that occurs on your Account,
and for keeping your Account password secure. You may never use another
person’s user account or registration information for the Services without permission.
You must notify us immediately of any change in your eligibility to use the Services
(including any changes to or revocation of any licenses from state authorities),
breach of security or unauthorized use of your Account.
You should never publish, distribute or post login information for your Account.
You shall have the ability to delete your Account, either directly or through a
request made to one of our employees or affiliates.

Content

Definition. For purposes of these Terms of Service,
the term “Content” includes, without limitation, information, data,
text, photographs, videos, audio clips, written posts and comments,
software, scripts, graphics, and interactive features generated,
provided, or otherwise made accessible on or through the Services.
For the purposes of this Agreement, “Content” also includes all User Content
(as defined below).

User Content. All Content added, created, uploaded, submitted,
distributed, or posted to the Services by users (collectively
“User Content”), whether publicly posted or privately transmitted,
is the sole responsibility of the person who originated such User Content.
You represent that all User Content provided by you is accurate,
complete, up-to-date, and in compliance with all applicable laws, rules
and regulations. You acknowledge that all Content, including User Content,
accessed by you using the Services is at your own risk and you will be
solely responsible for any damage or loss to you or any other party resulting
therefrom. We do not guarantee that any Content you access on or
through the Services is or will continue to be accurate.

Notices and Restrictions. The Services may contain Content specifically
provided by us, our partners or our users and such Content is protected by copyrights,
trademarks, service marks, patents, trade secrets or other proprietary rights and laws.
You shall abide by and maintain all copyright notices, information, and restrictions
contained in any Content accessed through the Services.

Use License. Subject to these Terms of Service, we grant each user
of the Services a worldwide, non-exclusive, non-sublicensable and
non-transferable license to use (i.e., to download and display locally)
Content solely for purposes of using the Services. Use, reproduction,
modification, distribution or storage of any Content for other than
purposes of using the Services is expressly prohibited without prior
written permission from us. You shall not sell, license, rent, or
otherwise use or exploit any Content for commercial use or in any way
that violates any third party right.

License Grant. By submitting User Content through the Services,
you hereby do and shall grant us a worldwide, non-exclusive,
perpetual, royalty-free, fully paid, sublicensable and transferable
license to use, edit, modify, truncate, aggregate, reproduce, distribute,
prepare derivative works of, display, perform, and otherwise fully exploit
the User Content in connection with the Site, the Services and our
(and our successors’ and assigns’) businesses,
including without limitation for promoting and redistributing part or
all of the Site or the Services (and derivative works thereof) in any
media formats and through any media channels (including, without
limitation, third party websites and feeds), and including after
your termination of your Account or the Services.
You also hereby do and shall grant each user of the Site and/or the
Services a non-exclusive, perpetual license to access your User Content
through the Site and/or the Services, and to use, edit, modify, reproduce,
distribute, prepare derivative works of, display and perform such User Content,
including after your termination of your Account or the Services.
For clarity, the foregoing license grants to us and our users does not
affect your other ownership or license rights in your User Content,
including the right to grant additional licenses to your User Content,
unless otherwise agreed in writing. You represent and warrant that you
have all rights to grant such licenses to us without infringement
or violation of any third party rights, including without limitation,
any privacy rights, publicity rights, copyrights, trademarks,
contract rights, or any other intellectual property or proprietary rights.

Availability of Content. We do not guarantee that any Content
will be made available on the Site or through the Services.
We reserve the right to, but do not have any obligation to,
(i) remove, edit or modify any Content in our sole discretion,
at any time, without notice to you and for any reason
(including, but not limited to, upon receipt of claims or
allegations from third parties or authorities relating to such
Content or if we are concerned that you may have
violated these Terms of Service), or for no reason at all and
(ii) to remove or block any Content from the Services.

Rules of Conduct.
As a condition of use, you promise not to use the Services for any
purpose that is prohibited by these Terms of Service.
You are responsible for all of your activity in connection with the Services.
You shall not (and shall not permit any third party to) either
(a) take any action or
(b) upload, download, post, submit or otherwise distribute or facilitate distribution of any
Content on or through the Service, including without limitation any
User Content, that:

infringes any patent, trademark, trade secret, copyright, right of publicity or
other right of any other person or entity or violates any law or contractual duty
you know is false, misleading, untruthful or inaccurate; is unlawful,
threatening, abusive, harassing, defamatory, libelous, deceptive,
fraudulent, invasive of another's privacy, tortious, obscene,
vulgar, pornographic, offensive, profane, contains or depicts nudity,
contains or depicts sexual activity, or is otherwise inappropriate as determined
by us in our sole discretion; constitutes unauthorized or unsolicited
advertising, junk or bulk e-mail (“spamming”); contains software viruses
or any other computer codes, files, or programs that are designed or intended to disrupt,
damage, limit or interfere with the proper function of any software,
hardware, or telecommunications equipment or to damage or obtain unauthorized
access to any system, data, password or other information of
ours or of any third party;
impersonates any person or entity, including any of our employees or representatives;
or includes anyone’s identification documents or sensitive financial information.

You shall not: (i) take any action that imposes or may impose
(as determined by us in our sole discretion) an unreasonable or
disproportionately large load on our (or our third party providers’)
infrastructure; (ii) interfere or attempt to interfere with the
proper working of the Services or any activities conducted on the Services;
(iii) bypass, circumvent or attempt to bypass or circumvent any measures we
may use to prevent or restrict access to the
Services (or other accounts, computer systems or networks connected to the Services);
(iv) run any form of auto-responder or “spam” on the Services;
(v) use manual or automated software, devices, or other processes
to “crawl” or “spider” any page of the Site;
(vi) harvest or scrape any Content from the Services; or
(vii) otherwise take any action in violation of our guidelines and policies.

You shall not (directly or indirectly): (i) decipher,
decompile, disassemble, reverse engineer or otherwise attempt to
derive any source code or underlying ideas or algorithms of
any part of the Services (including without limitation any application),
except to the limited extent applicable laws specifically prohibit
such restriction, (ii) modify, translate, or otherwise create
derivative works of any part of the Services, or
(iii) copy, rent, lease, distribute, or otherwise transfer any of the
rights that you receive hereunder. You shall abide by all
applicable local, state, national and international laws and regulations.

We also reserve the right to access, read, preserve, and disclose any
information as we reasonably believe is necessary to (i)
satisfy any applicable law, regulation, legal process or governmental
request, (ii) enforce these Terms of Service,
including investigation of potential violations hereof,
(iii) detect, prevent, or otherwise address fraud, security or
technical issues, (iv) respond to user support requests, or
(v) protect the rights, property or safety of us, our users and the public.

Third Party Services. The Services may permit you to
link to other websites, services or resources on the Internet,
and other websites, services or resources may contain links to
the Services. When you access third party resources on the Internet,
you do so at your own risk. These other resources are not under
our control, and you acknowledge that we are not responsible or
liable for the content, functions, accuracy, legality,
appropriateness or any other aspect of such websites or resources.
The inclusion of any such link does not imply our endorsement
or any association between us and their operators. You further
acknowledge and agree that we shall not be responsible or liable,
directly or indirectly, for any damage or loss caused or alleged
to be caused by or in connection with the use of or reliance on
any such content, goods or services available on or through
any such website or resource.

Payments and Billing.
Paid Services.Certain of our Services may be subject to payments now
or in the future (the “Paid Services”).Please see our Paid Services
page for a description of the current Paid Services.
Please note that any payment terms presented to you in the
process of using or signing up for a Paid Service are deemed part
of this Agreement.

Billing. We use a third-party payment processor
(the “Payment Processor”) to bill you through a payment account
linked to your Account on the Services (your “Billing Account”)
for use of the Paid Services. The processing of payments will
be subject to the terms, conditions and privacy
policies of the Payment Processor in addition to this Agreement.
We are not responsible for error by the Payment Processor.
By choosing to use Paid Services, you agree to pay us,
through the Payment Processor, all charges at the prices then
in effect for any use of such Paid Services in accordance with
the applicable payment terms and you authorize us, through the
Payment Processor, to charge your chosen payment provider
(your “Payment Method”). You agree to make payment using that
selected Payment Method. We reserve the right to correct any
errors or mistakes that it makes even if it has already requested or received payment.

Payment Method. The terms of your payment will be based
on your Payment Method and may be determined by agreements between
you and the financial institution, credit card issuer or other
provider of your chosen Payment Method. If we, through the
Payment Processor, do not receive payment from you,
you agree to pay all amounts due on your Billing Account upon demand.

Recurring Billing. Some of the Paid Services may consist
of an initial period, for which there is a one-time charge,
followed by recurring period charges as agreed to by you.
By choosing a recurring payment plan, you acknowledge that such Services
have an initial and recurring payment feature and you accept
responsibility for all recurring charges prior to cancellation.
WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER
AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE
(RECEIPT OF WHICH IS CONFIRMED BY US)
THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO
CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT
CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT.
TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD,
GO TO [HTTPS://MY.KITCHENMATE.COM/SETTINGS].

Current Information Required.
YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR
YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO
KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE
(SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER,
OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY
US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED
(E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL
BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF
YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE
MADE AT [HTTPS://MY.KITCHENMATE.COM/SETTINGS]. IF YOU FAIL TO
PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY
CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR
BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID
SERVICES AS SET FORTH ABOVE.

Change in Amount Authorized. If the amount to be charged
to your Billing Account varies from the amount you preauthorized
(other than due to the imposition or change in the amount of state sales
taxes), you have the right to receive, and we shall provide,
notice of the amount to be charged and the date of the charge before
the scheduled date of the transaction. Any agreement you have with
your payment provider will govern your use of your Payment Method.
You agree that we may accumulate charges incurred and submit them
as one or more aggregate charges during or at the
end of each billing cycle.

Reaffirmation of Authorization. Your non-termination or
continued use of a Paid Service reaffirms that we are authorized
to charge your Payment Method for that Paid Service.
We may submit those charges for payment and you will be responsible
for such charges. This does not waive our right to seek payment
directly from you. Your charges may be payable in advance,
in arrears, per usage, or as otherwise described when you
initially selected to use the Paid Service.

Free Trials and Other Promotions. Any free trial or
other promotion that provides access to a Paid Service
must be used within the specified time of the trial.
You must stop using a Paid Service before the end of the trial
period in order to avoid being charged for that Paid Service.
If you cancel prior to the end of the trial period and are
inadvertently charged for a Paid Service, please contact us at
support@kitchenmate.com.

Meal Availability.
Because our meal-kits are highly perishable, they are subject to
availability that is sometimes out of our control.
As such, we reserve the right to limit quantities available for sale,
to reject all or part of your meal-kit order,
and to substitute meals without prior notice.
We will do our utmost to not have this happen, but sometimes
we won’t have any choice. If you are unhappy with a change to your
meal-kit that you did not approve, please contact us at support@kitchenmate.com.

Termination.
We may terminate your access to all or any part of the Services
at any time, with or without cause, with or without notice,
effective immediately, which may result in the forfeiture and destruction
of all information associated with your membership.
If you wish to terminate your Account, you may do so by following the
instructions on the Site or through the Services.
Any fees paid hereunder are non-refundable. Note that you will not
be able to order or cook KitchenMate meals in your oven if you have
deleted your Account. Also bear in mind that cancelling your Account will
likely cancel any content associated with that Account.

All provisions of these Terms of Service which by their nature
should survive termination shall survive termination, including,
without limitation, licenses of User Content, ownership provisions,
warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer.
We have no special relationship with or fiduciary duty to you.
You acknowledge that We have no duty to take any action regarding:
which users gain access to the Services; what Content you access
via the Services; or how you may interpret or use the Content.
You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.

THE SERVICES AND CONTENT ARE PROVIDED “AS IS”,
“AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE
OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND
CONTENT PROVIDERS DO NOT WARRANT THAT:
(I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME
OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED;
(III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES
IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR
(IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS.
YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

Food Safety.

Food Delivery. Our food is prepared fresh, and, as such,
is highly perishable. You are responsible for inspecting your meals
before cooking and ensuring that they are still fresh and
in a refrigerated state. In the unlikely event that the temperature
in your fridge has exceeded 4C, or you believe the food has gone bad
for some other reason, do not consume your meals.
Contact us immediately at support@kitchenmate.com.
We recommend that all cooking instructions be followed and that you use
a food thermometer to ensure that all meat, poultry,
seafood and other applicable items are cooked to the USDA’s recommended
internal temperatures. In addition, pregnant women, young children,
the elderly and individuals with compromised immune systems should follow
the U.S. Food and Drug Administration’s recommendations on food consumption
for at-risk groups. If you are not home when your meal-kits arrives,
the courier will generally leave the package for you at your door.
In the event that we are unable to deliver your product due to horrible
weather conditions or something else out of our control,
we will do our best to keep you informed and get you your meal-kits as soon as possible.
If that is not possible, we will issue you a credit or a refund for the price
of that meal-kits.

YOU ARE SOLELY RESPONSIBLE FOR,
AND ASSUME ALL RISKS RELATED CONSUMPTION OF THE FOOD YOU RECEIVE FROM US.
YOU ARE ALSO SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES
YOU MAY HAVE AND VERIFYING THE PRODUCTS AND THEIR CONTENTS BEFORE HANDLING,
PREPARING, USING OR CONSUMING SUCH FOOD. ADDITIONALLY,
YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT WE STORE,
PORTION AND PACKAGE PRODUCTS CONTAINING ALL EIGHT (8) MAJOR U.S.
ALLERGENS (MILK, WHEAT, EGG, SOY, FISH, SHELLFISH, PEANUTS AND TREENUTS)
AND CANNOT GUARANTEE THAT CROSS-CONTAMINATION WILL NOT OCCUR BETWEEN
PRODUCTS. WE DO OUR UTMOST TO SHARE ACCURATE INFORMATION ABOUT INGREDIENTS,
NUTRITIONAL FACTS AND PRICE FOR EACH MEAL. HOWEVER,
WE CANNOT GUARANTEE THE ACCURACY OF THAT INFORMATION. SHOULD WE MAKE A MISTAKE,
WE RESERVE THE RIGHT TO CORRECT SUCH ERROR AND REVISE YOUR ORDER ACCORDINGLY.
YOU FURTHER ACKNOWLEDGE THAT THE PRODUCTS AND OTHER MATERIALS YOU RECEIVE
IN YOUR ORDER MAY VARY FROM THE PRODUCTS AND MATERIALS DISPLAYED ON OUR
MOBILE APP OR WEBSITE.YOU ACKNOWLEDGE, UNDERSTAND AND AGREE THAT YOUR
USE OF THE SERVICES AND THE PRODUCTS IS ENTIRELY AT YOUR OWN RISK.

Indemnification. You shall defend, indemnify, and hold
harmless us, our affiliates and each of our and their respective
employees, contractors, directors, officers, suppliers and
representatives from all liabilities, claims, and expenses,
including reasonable attorneys’ fees, that arise from or relate to
your use or misuse of, or access to, the Services, Content, or otherwise
from your User Content, violation of these Terms of Service,
or infringement by you, or any third party using your Account or
identity in the Services, of any intellectual property or other right
of any person or entity. We reserve the right to assume the exclusive
defense and control of any matter otherwise subject to indemnification by you,
in which event you will assist and cooperate with us in asserting any
available defenses.

Limitation of Liability.
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS,
PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT,
TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE
THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS,
DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,
OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL
DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING),
(II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE
(REGARDLESS OF THE SOURCE OF ORIGINATION), OR
(III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF
the greater of (A) fees paid to us for the particular Services
during the immediately previous three (3) month period or (B) $500.00.

Miscellaneous.

Entire Agreement and Severability.
These Terms of Service are the entire agreement between you and us
with respect to the Services, including use of the Site,
and supersede all prior or contemporaneous communications and proposals
(whether oral, written or electronic) between you and us with respect to
the Services. If any provision of these Terms of Service is found to
be unenforceable or invalid, that provision will be limited or eliminated
to the minimum extent necessary so that these Terms of Service will
otherwise remain in full force and effect and enforceable.
The failure of either party to exercise in any respect any right
provided for herein shall not be deemed a waiver of any further rights hereunder

Force Majeure. We shall not be liable for any failure
to perform our obligations hereunder where such failure results
from any cause beyond our reasonable control, including,
without limitation, mechanical, electronic or communications
failure or degradation.

Assignment. These Terms of Service are personal to you,
and are not assignable, transferable or sublicensable by you except
with our prior written consent. We may assign, transfer or
delegate any of our rights and obligations hereunder without consent.

Agency. No agency, partnership, joint venture,
or employment relationship is created as a result of these
Terms of Service and neither party has any authority of
any kind to bind the other in any respect.

Notices. Unless otherwise specified in these Term of Service,
all notices under these Terms of Service will be in
writing and will be deemed to have been duly given when received,
if personally delivered or sent by certified or registered mail,
return receipt requested; when receipt is electronically confirmed,
if transmitted by facsimile or e-mail; or the day after it is sent,
if sent for next day delivery by recognized overnight delivery service.
Electronic notices should be sent to legal@kitchenmate.com

No Waiver. Our failure to enforce any part of these
Terms of Service shall not constitute a waiver of our right to
later enforce that or any other part of these Terms of Service.
Waiver of compliance in any particular instance does not mean
that we will waive compliance in the future. In order for any
waiver of compliance with these Terms of Service to be binding,
we must provide you with written notice of such waiver through one
of our authorized representatives.

Headings.
The section and paragraph headings in these
Terms of Service are for convenience only and shall not
affect their interpretation.

Contact. You may contact us at the following address:
66 Gerrard Street East Toronto ON M5B 1G3 Unit 202.